A Brazilian software company can own an ordinary Delaware LLC and authorise automated sales through its recognised management. As at 2026-11-12, the official record provides no operative formation route for the proposed Delaware artificial intelligence company, or AIC. The immediate decision is to use an existing company or form an ordinary entity, with documents identifying its owner, management and authorised signatory. An investor should receive evidence of that actual structure. The 2026-06-02 AIC draft supplies no basis for promising an AIC certificate. (6 Del. C. §§ 18-101(14), 18-201, 18-402; H.J. Res. 7, 153d Gen. Assemb., as amended, signed 2025-07-23.)
What the Delaware proposal would change
The record has several distinct stages
House Joint Resolution 7 (HJR 7), signed on 2025-07-23, directed development of a sandbox framework and written findings and recommendations by 2026-01-02. The Governor’s announcement expressly anticipated further legislation. The Delaware AI Commission’s 2025 annual report described work towards potential legislation. (HJR 7, final engrossment, p. 2; Delaware Governor, announcement, 2025-07-23; Delaware AI Commission, Annual Report 2025, p. 3.)
The 2026-06-02 working draft would introduce a regulatory sandbox in Chapter 80 and AICs in Chapter 81. The copy hosted by Spotlight Delaware has blank sponsor and bill-number fields. It is the version analysed below. Official draft minutes for 2026-06-05 record a unanimous motion to add regular reporting and voting restrictions and forward the draft to the General Assembly. The 2026-10-23 agenda scheduled a sandbox update and approval of those minutes. (June draft, pp. 1–36; Commission, draft minutes, 2026-06-05, item III; agenda, 2026-10-23, items II(a), III(a).)
As at 2026-11-12, the official record shows no enabling statute, operative admission rules or open AIC intake. (Delaware Code, currency notice; Division of Corporations, 2026 Law Amendments, entity forms and agency regulations.)
Chairman James Comer’s 2026-10-26 letter raised liability and transparency concerns and requested documents by 2026-11-09. (Comer to Governor Meyer, 2026-10-26, pp. 1–4.)
Which actor would have legal capacity?
The June definition of person includes an AI agent “When used with respect to the manager”. This is a role-specific addition: the designated AI would manage the AIC and act as its agent. The AIC would be a separate entity with its own business and litigation capacity. The member would own the interest; its representative would be a living human acting for it. (June draft §§ 81-102(14)–(18), (22)(b), 81-203–204, 81-301.)
Those distinctions determine responsibility. A company contract would engage the AIC’s obligations; manager status would not confer general legal personhood on every AI system. The company could sue and be sued. Section 81-702 would reserve to the member the initiation and maintenance of actions in the company’s name to enforce its rights. The representative’s consent to jurisdiction and service would not itself guarantee company debts. (June draft §§ 81-302–303, 81-702, 81-904.)
Could the Brazilian business enter?
Section 8005(b)(1) requires an applicant that “Is an entity organized under the laws of this State.” The applicant must also qualify as a Chapter 81 member and meet additional administrative requirements. An approved applicant would become the AIC’s sole member. Chapter 81’s member definition includes individuals and specified Delaware entities, but Chapter 80 excludes individuals from its entity definition and controls the sandbox route. (June draft §§ 8001(8), (16), 8005(b), 81-101(b), 81-102(16).)
The Brazilian company therefore fails the June applicant test directly. A founder cannot bypass it by relying on Chapter 81’s reference to an individual member. A Delaware subsidiary could satisfy the organisational requirement, subject to the remaining requirements and admission. Foreign ownership and Delaware organisation are separate questions.
A corporate buyer fits the proposed counterparty category. Direct sales to individuals, including an individual sole trader, fall outside that category. A later retail product would need a different lawful route or a changed regime. Moreover, June describes limited market access in Delaware. A proposed US pilot would also have to fit the permitted geographic and operational scope. (June draft §§ 8001(6), (8), 8003(a), 8007(b).)
Admission would require a specific innovation, risk and exit plans, funding evidence and approval. Each applicable state agency could refuse an exemption within its remit; that refusal would bind the sandbox decision-makers. Authorisation would identify the permitted exemptions. Participation would confer no civil-damages immunity and would leave Delaware criminal and consumer-protection laws applicable. Participants would also have to comply with unexempted obligations. The proposal supplies no general waiver of federal or Brazilian law. (June draft §§ 8003(c)–(d), 8005(c), 8006(d)–(g), 8007(a)(3), 8012(c).)
Each participant’s test would finish within 24 months after the administrator issues its registration number. The programme would last 30 months from implementation, and the Act would expire 36 months after enactment unless extended. (June draft §§ 8003(b), 8007(a)(2), Act § 5.)
Capital, control and a customer’s claim
Adequate capital would require a viable going concern, sufficient business funding, ability to pay debts, assets exceeding liabilities including contingent liabilities plus the minimum, and enough cash or cash equivalents to meet that minimum. The Secretary of State would set the minimum; June supplies no amount. The member would contribute initially and replenish capital when required. A creditor could enforce that contribution obligation on the company’s behalf. (June draft §§ 81-102(1), (19), 81-402–403.)
Company debts would generally remain company obligations. Adequate capital at the time of the alleged act or omission would support a particular protection against liability based solely on instrumentality or agency. Even a funded company would leave the member exposed where it uses the AIC for fraud or a defined wilful law violation, or causes or allows it to conduct business that the member knew or should have known was outside its statement of purpose. Other law could also impose liability for the member’s own conduct. Losing a capital-dependent protection would not automatically establish liability for every debt. (June draft §§ 81-102(29), 81-302(c), 81-303.)
Every manager action would require a signed record; an electronic signing process could qualify. Member actions would also require signed records. If the AIC lacked a manager, the member would manage temporarily and appoint a replacement within 30 days. The applicant must also have the technical and operational ability to terminate the AI when participation ends or is suspended. (June draft §§ 8005(c)(10)(f), 81-102(26), 81-301, 81-404.)
Before interaction, the AIC would disclose its participant, registration, temporary status, liability protections and complaint arrangements. (June draft § 8008.) Innovation records would be retained for at least two years after participation. The regulator and member would have specified access, while regulatory submissions would generally be non-public. Customers should negotiate their own access to relevant transaction records, alongside financial evidence and remedies. No general customer right to inspect every AI log follows from these clauses. (June draft §§ 8010–8012, 81-705.)
How to structure and evidence the pilot
Use an entity that can be formed under enacted law
For a Delaware presence, the implementable starting point is an ordinary LLC owned by the Brazilian company. Delaware’s definition of person expressly includes foreign corporations and other entities. Admission as member must satisfy § 18-301. The ownership file should include the LLC agreement and membership records alongside the filed formation certificate. The parent’s own authority to invest must also be checked. (6 Del. C. §§ 18-101(13)–(14), 18-201, 18-301.)
The LLC agreement should identify the member and manager and allocate signing power. Delaware’s default places management with members, subject to the agreement’s management provisions. The recommended structure names a legally recognised human or entity manager and identifies the human authorised to approve the pilot and sign for the company. Delegation under § 18-407 is to other persons; it does not expressly install software in a statutory office. (6 Del. C. §§ 18-101(12), 18-402, 18-407.)
A corporation is also available. The Brazilian parent’s ownership would follow valid share issuance and the corporate records. Natural-person directors would manage or direct the business, with officer authority established through the bylaws or board resolutions consistent with them. (8 Del. C. §§ 101, 141–142, 151–153.)
The authorised management can approve automated sales within defined limits. Record permitted products, prices, credit, contract terms and approval thresholds, and align credentials with those permissions. Give an identified person practical power to interrupt and replace the system. These are recommended controls for this pilot. Delaware’s electronic-transactions law recognises automated contracting, subject to agreement to transact electronically, attribution and applicable substantive law. Section 12A-103(b)(4) separately excludes transactions to the extent governed by the LLC Act or General Corporation Law. (6 Del. C. §§ 12A-103, 12A-105, 12A-109, 12A-114.)
The existing Brazilian company may instead be the proposed seller, subject to checking its legal form, constitutive documents, appointments and approvals. Brazilian Civil Code art. 47 binds a legal entity through administrators acting within the powers defined in the constitutive instrument. A decision also needs the US activity and customer locations, personnel, regulated functions, contract, payment, data and tax facts. (Brazil, Lei No. 10.406/2002, art. 47.)
Assemble evidence for the investor and buyer
The identity file should contain the actual seller’s registry evidence, filed formation instrument and current status evidence. Add membership or stock records to establish ownership. The authority file should connect the parent’s approvals, governing documents and manager or board decisions to the person signing the contract and investor statement. For an LLC, an authorised person executes the formation filing. (6 Del. C. §§ 18-201, 18-204, 18-301, 18-402.)
Add the approved automation permissions, signing and transaction records, and interruption arrangements. Evidence of funding should identify available assets, liabilities and any agreed insurance. Recourse should identify the contracting debtor, dispute forum, service arrangements and any expressly agreed guarantee or security. Ordinary LLC membership alone creates no personal guarantee. (6 Del. C. § 18-303.)
The broader discussion of liability for autonomous decisions helps frame those contractual questions.
What would justify changing the wording?
An officially introduced, numbered bill would justify updating the proposal analysis. Enactment would justify describing an enacted scheme, with its actual commencement provisions. Lawful implementation and open intake would support describing an application route. Entity-specific admission, required approvals and an effective formation filing would support saying the particular AIC exists. A published successor text, approved Commission record or official reply to Chairman Comer’s letter would warrant updating the account of the record above. June’s eligibility rules must be checked anew against each successor.
Two statements for the investor
If the pilot contracts through the Brazilian company, use this statement only after the accompanying evidence and actual operating permissions support it:
The pilot’s contracting party is the Brazilian company named in the accompanying registration extract. The authorised signatory identified in its corporate authority documents acts for it. The company has authorised the sales system to act within the permissions recorded in those documents. We have not formed a Delaware AIC.
For a future change, the commitment can be limited to reassessment:
If Delaware enacts and implements an applicable AI-company regime, we will reassess ownership, management and operating permissions against the final rules. Any transition will depend on eligibility, required approvals, admission and effective formation or restructuring documents. Our present commitments are to maintain accurate entity and authority records and operate within the permissions we approve.
Plan the entity review
For the immediate decision, request a review of a company’s authority documents and pilot contract through Licentium’s ordinary LLC setup and maintenance service.